COMMMERCIAL/INDUSTRIAL REAL ESTATE PURCHASE CONTRACT
This is a legally binding contract; if not understood seek legal advice.
Oklahoma City, Oklahoma, March 1996
1. PROPERTY: undersigned Buyer(s) ("Buyer") hereby agrees to purchase
from the undersigned Seller(s) (Seller) the following described property
(the "Property):
(a) The following described real estate (the "Land"):
Approximately 30 acres located in and a part of the SE/4 of Sec. 11,
T10N, R 4W of the I.M. Approximate 30 acre location is marked in red on
attached Exhibit "1." Exact legal description of said 30 ac. shall be
determined by survey, Cleveland County, Oklahoma, which street address is:
(b) (check one)
___ together with all of Seller' right, title, interest and estate in and
to oil, gas and other minerals in and under the Land not previously
reserved or conveyed of record, or
X less and except all oil, gas and other minerals in and under the Land:
(c) together with all of the buildings. structures and improvements in, on
or under the Land (the "Improvements");
(d) together with all of the appurtenances belonging thereto and all of
Seller's right, title and interest in and to all streets, alleys and other
public ways adjacent to the land:
(e) subject to existing zoning ordinances, restrictions, easements and
rights of way
___________________________________________________________________; and
(f) the following described personal property (the "Personal Property")
______________________________________________________________________
______________________________________________________________________
upon the following terms and conditions:
2. TERMS: Buyer shall pay for the Property the sum of. Two Hundred Fifty
Thousand
and no/100 Dollars ($250,000.00) payable as follows:
(a) The sum of $10,000 00 (check) as Xxxxxxx Money, receipt of which is
hereby
acknowledged, and upon acceptance in writing and delivery of this Contract.
the Xxxxxxx Money shall promptly be assigned to and deposited in the trust
account of Xxxxxx X.
Xxxxxx Co., Inc., to be applied on the purchase price and/or closing costs,
if any, at the
time of the Closing;
(b) At Closing, IN CASH OR CERTIFIED FUNDS, the further sum of $90,000.00
(subject to the adjustments set forth in this Contract); and
(c) The balance (subject to adjustments set forth in this Contract) as
follows:
Set forth in paragraph 17 on attached Addendum "A."
3. TITLE EVIDENCE: Seller shall furnish Buyer title evidence covering the
Property,
which shows marketable title vested in Seller according to the title
standards adopted by
the Oklahoma Bar Association.
(a) Such title evidence shall be in the form of: (check one)
X Commitment for Owner's Title Insurance Policy. The premium for such
Policy
including the attorney's fees for examination of the abstract shall be paid
50% by Seller and 50% by Buyer. All abstracting costs shall be paid by
Seller. Such Policy shall insure
Buyer in an amount equal to the purchase price. The mechanics. And
materialmen's liens
exception shall be deleted from such Policy.
____ Abstract of Title. The Seller, at Seller's expense, shall provide an
abstract of title
certified to a date subsequent to the date of this Contract (including
current Uniform Commercial Code Certification and U.S. District Court
Certification). Buyer shall, at Buyer's expense, obtain either a title
opinion or an Owner's Title Insurance Policy.
(b) A pin survey (check one)
___shall not be provided, or
X shall be provided to Buyer by Seller. The cost of such survey shall be
paid 50% by Seller and 50% by Buyer. The survey of the Land and
improvements shall be prepared by a licensed surveyor, and shall contain
such detail and certification to permit the survey exceptions to be deleted
from the Owner's Title Insurance Policy. Any encroachment shown on the
survey shall be deemed to be a title defect, unless the title company
agrees to provide affirmative coverage against loss arising from any final
court order or judgment which denies the right to maintain the existing
improvements on the Land because of such encroachment.
(c) Seller shall make existing title evidence (base abstract of title or
Owner's Title Insurance Policy) available to the escrow closing agent
within a reasonable time after the date of acceptance of this Contract.
(d) Upon delivery to Buyer of the last of the current Commitment for
Owner's Title Insurance Policy, the certified abstract or the certified
survey, whichever are to be provided under this Contract. Buyer shall have
a reasonable time, not to exceed 30 days, to examine same and return same
to Seller with a written report specifying any objections or defects in the
title or such right to object shall be deemed waived. Seller shall have 30
days after receipt of such report to correct such defects and perfect title
unless such time is extended in writing by Buyer. If Seller is unable or
unwilling to cure any defects within such period, then unless Buyer waives
such defects in writing, this Contract will terminate and the Xxxxxxx Money
shall be refunded to Buyer less costs which Buyer has agreed to pay.
(e) The title to the Property shall be conveyed to Buyer by General
Warranty Deed in recordable form unless otherwise specified in Paragraph 4
below. Upon Closing the existing abstract of title shall become tile
properly of Buyer
(1) Title to any Personal Property specified herein shall be conveyed to
Buyer by Xxxx of Sale.
4. SPECIAL PROVISIONS AND/OR ATTACHMENTS HERETO: See Addendum "A" attached
hereto and by reference made a part hereof for additional terms and
conditions of this Contract.
5. TAXES, ASSESSMENTS AND PRORATIONS:
(a) Seller shall pay all expenses owing to the day of Closing. including,
but not limited to, real estate ad valorem taxes, personal property taxes,
matured or unmatured special assessments, interest on any indebtedness
assumed hereunder, insurance, all utility bills, salaries and any other
expenses related to the operation of the Property, if the amount of taxes
cannot be ascertained, such proration shall be on the basis of the taxes
paid for the preceding year. All other expenses shall be prorated on the
basis of thirty days to the month on the basis of such expense paid for the
previous month.
(b) Rents shall be prorated on the basis of thirty days to the month.
Rents delinquent more than thirty days shall be collected by the Seller
and shall not be adjusted.
(c) Buyer shall receive all income and shall pay all expenses for the day
of Closing.
Buyer's Initials ______________________ Seller's Initials ________________
COMMERCIAL/INDUSTRIAL REAL ESTATE PURCHASE CONTRACT
This is a legally binding contract; if not understood seek legal advice.
(d) Any and all leases in effect shall be assigned. and security deposits
and prepaid rents, if any, shall be paid to Buyer by Seller al the Closing
unless otherwise provided herein
6. CONDITION OF PROPERTY:
(a) Until the Closing or transfer of possession, risk of loss to the
Property. ordinary wear and tear excepted, shall be upon the Seller. After
the Closing or transfer of possession, such risk shall be upon the Buyer.
(b) Unless otherwise agreed upon in writing, Buyer, by the Closing or
taking possession of the Property, shall be deemed to have accepted the
Property in its then existing condition. including fixtures and equipment
permanently affixed to the Property and shall acknowledge the same to
Seller in writing at the Closing. To the best of Seller's knowledge. No
hazardous substances or conditions exist on the Property, NO WARRANTIES are
expressed or implied by Seller or Seller's agents that shall be deemed to
survive the Closing with reference to the condition of the Property or any
fixtures or equipment.
(c) Except for the provisions above, the Seller shall deliver the Property
and improvements thereon in their present condition, ordinary wear and tear
excepted.
(d) Utilities, if presently on, shall be left on until Closing.
7. CLOSING/POSSESSION: This transaction shall be closed on or before
Wednesday May 15, 1996
(the "Closing"), unless the Closing is extended as may be required by
Paragraph 3(d) above, or by written agreement of Seller and Buyer with
legal possession delivered to Buyer at the time of the Closing and actual
and complete possession of the Property to be given at the Closing or as
follows: ________________________________________
8. BUYER'S EXPENSE: Buyer shall pay at the time of the Closing. IN CASH
OR CERTIFIED FUNDS, one-hall of the escrow closing fee. Buyer's recording
fees. Oklahoma sales tax (if any). and ail other funds required from Buyer
set forth in this Contract.
9. SELLER'S EXPENSE: Seller shall pay at the time of the Closing,
documentary stamps required, one-half of the escrow closing fee. Seller's
recording lees (if any). and all other expenses required from Seller set
forth in this Contract.
10. DEFAULT:
(a) If Buyer wrongfully refuses to close. Seller and Buyer agree that
since it is impracticable and extremely difficult to fix the actual damages
sustained, the Xxxxxxx Money shall be forfeited as liquidated damages to
Seller, subject to deduction for expenses incurred and one-half of the
balance thereof shall be retained by the REALTOR(S) to apply on
professional services. Seller may, at Seller's option, seek specific
performance
(b) If Seller's title detects cannot be corrected as herein provided. or if
Seller wrongfully refuses to close, Buyer's Xxxxxxx Money shall be returned
after deduction for expenses incurred on Buyer's behalf and Seller shall be
liable for any other expenses incurred on Seller's behalf as provided in
this Contract Buyer may, at Buyer's option, seek specific performance. (c)
In the event any suit is instituted. the prevailing party shall have the
right to recover all of such party's expenses and costs incurred by reason
of such litigation including. but not limited to, attorney's fees, court
costs. and costs of suit preparation.
11. BINDING EFFECT: This Contract, when executed by both Seller and
Buyer, shall be binding upon and inure to the benefit of Seller and Buyer,
their respective heirs, legal representatives, successors and permitted
assigns. This Contract sets forth the complete understanding of Seller and
Buyer and supersedes all previous negotiations, representations and
agreements between them and their agents. This Contract can only be
amended, modified, or assigned by written agreement signed by both Seller
and Buyer 12. ACCEPTANCE TIME: The foregoing offer is made subject to
acceptance in writing hereon by Seller, and the return of an executed copy
to the undersigned Buyer on or before 5:00 p.m.., Tuesday, March 26, 1996.
If the offer is not accepted, the Xxxxxxx Money shall be returned to Buyer.
13. TIME IS OF THE ESSENCE.
14. DISCLAIMER AND INDEMNIFICATION: It is expressly understood by Seller
and Buyer that Listing REALTOR or its agents and Selling REALTOR or its
agents do not warrant the present or future value, size by square footage.
condition. structure or structure systems of the Property or any
improvements, nor do they hold themselves out to be experts in quality,
design and construction. Seller and Buyer shall hold the Listing REALTOR
and its agents and Selling REALTOR and its agents harmless in the event of
losses, claims or demands by or against Seller and Buyer, This paragraph
shall survive the Closing.
15. AGENCY DISCLOSURE: Listing REALTOR and Selling REALTOR are agents of
the Seller unless otherwise specified herein.
Tower Tech, Inc.
By: Xxxxxx X. Xxxxxxx
Vice President
(Signature)
Buyer
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16. SELLER'S ACCEPTANCE: Seller accepts the foregoing offer and shall sell
the above-described Property on the terms and conditions herein stated and
shall pay the Listing REALTOR the compensation previously agreed upon in
the Listing Agreement or other agreement of employment between them, which
shall survive this Contract, for professional services rendered and to be
rendered in this transaction.
Accepted this 10th day of March, 1996
X. X. Xxxxxxxx, Seller
Signature
XXXXXXX MONEY RECEIPT: Received the sum of $10,000.00 (check) as Xxxxxxx
Money, to be held and applied in accordance with the items and conditions
of the foregoing offer.
March 20, 1996
Xxxxxx X. Xxxxxx
Selling REALTOR-ASSOCIATE
(Signature)
ADDENDUM "A"
17. Note and Mortgage: The balance of the purchase price in the amount
of $150,000.00 shall be evidenced by a purchase money mortgage and
promissory note both in the amount of $150,000.00. Said note shall bear
interest at the rate of 5% per annum and shall be payable one year after
closing date. Buyer shall have the right to prepay all of the principal at
any time without penalty.
18. Property to be Purchased: It is understood and agreed by and
between Buyer and Seller that the Buyer is purchasing 30 acres of an
approximate 50-acre parcel owned by the Seller. The 30 acres being
purchased is marked in red on the attached Exhibit "1." The remaining
approximate 20 acres is marked in blue.
19. Survey: Buyer and Seller agree to survey the entire 50-acre site
setting out the separate legal descriptions of the 30-acre parcel being
purchased and the approximate 20-acre parcel being retained by Seller.
20. Option to Purchase: It is hereby agreed by and between Buyer and
Seller that Seller hereby grants Buyer the right and option to purchase the
remaining approximate 20 acres (as shown marked in blue on the attached
plat). Said option shall be for a period of one year, and shall begin on
the date of closing of the purchase of the 30-acre parcel. It is agreed
that the option price on the approximate 20-acre parcel shall be $250,000
cash. In order for Buyer to exercise the option to purchase, Buyer shall
give written notice to Seller on or before one Year after the date of
closing of the purchase of the 30-acre parcel, of Buyer's desire to
purchase the 20-acre parcel. The closing of the purchase of the I0-acre
parcel should Buyer exercise Buyer's option to purchase, shall take place
within 30 days after Buyer gives written notice to Seller. The form of the
Real Estate Purchase Contract to be used shall be the same form as set
forth on the printed portion of this Real Estate Purchase Contract. It is
agreed that the title policy costs shall be split 50/50 between Buyer and
seller, and the cost of any survey shall be split 50/50.
21. First Right of Refusal: Further, it is agreed between the parties
that if Buyer does not exercise Buyer's option to purchase the remaining
approximate 20 acres during the first year after closing Seller hereby
grants Buyer the first right of refusal during the second year after
closing to purchase the remaining approximate 20-acre parcel. During the
second year after closing (the 13th through 24th month alter closing), if
Seller receives an offer from a bona fide third party to purchase all or
part of the remaining approximate 20-acre parcel, Seller shall notify Buyer
in writing of said offer and Buyer shah have 7 days after receipt thereof
in which to either notify Seller that Buyer exercises Buyer's first right
of refusal to purchase the property submitted or that Buyer does not wish
to exercise said right of refusal. The Real Estate Purchase Contract shall
be in the form to be negotiated between Seller and any third party offeror.
It is further agreed that this first right of refusal shall be for the
second full year after closing and shall end 24 months after closing.
After said time, Buyer shall have no further right either under an option
or first right of refusal to purchase the remaining 20 acres.
22. Closing Costs: Buyer and Seller agree to share the cost of the
closing agent on a 50/50 basis.
23. Broker: It is hereby understood and agreed that Xxxxxx X. Xxxxxx Co.
is the real estate broker in this transaction, and Seller agrees to pay
said broker a commission of 5% of the sale price. Said commission shall be
due and payable in cash at closing. It is further agreed that said broker
has made no representations, warranties or promises with respect to the
premises, buildings, surrounding areas or land;
Further, in the event Buyer exercises Buyer's option to purchase the
remaining 20 acres, or Buyer exercises Buyer's first right of refusal as
outlined in paragraph 28, then at closing, Seller agrees to pay said broker
a commission equal to 5% of the sales Price covering all or part of the
remaining approximate 20-acre parcel.
24. Access to Water Line: Seller hereby agrees to grant Buyer an easement
either along the westerly property line, or along the front line of the
remaining 20 acres in order that Buyer shall have an easement to the water
line which is located on 000xx Xxxxxx. Seller makes no representation as
to whether Buyer can connect into the water line on 000xx Xxxxxx. The
parties shall agree to the exact location of the easement to be granted.
If Buyer and Seller cannot arrive at a satisfactory location for the
proposed easement by April 20, 1996, then Buyer Shall have the right to
cancel and rescind the Contract and Buyer's xxxxxxx money shall be
refunded.
25. Buyer's Plan to Construct Improvements on the Property: It is
understood between the parties that Buyer plans to construct a 3-story
building on the property. Buyer shall have the right to ascertain whether
the City will allow Buyer to construct said 3-story building on the
property. If Buyer determines that the City will not allow Buyer to
construct a 3-story building on the property, then Buyer shall have the
right to cancel and rescind this Contract and Buyer's xxxxxxx money shall
be refunded. Buyer shall have until April 20, 1996 in which to determine
whether the City will allow the Buyer to construct its contemplated building.
26. Zoning: Before April 20, 1996, the Realtor named herein Xxxxxx X.
Xxxxxx Co., shall obtain a zoning letter from the City of Oklahoma City
stating that the property is currently zoned "I-2" moderate industrial.
Said letter shall be forwarded to Buyer.
AGREEMENT
It is understood by and between X .X. Xxxxxxxx and Tower Tech, Inc. the
following:
The undersigned parties entered into a real estate purchase contract on or
about Mach 20, 1996, to purchase an approximate 30 acres of land located in
and being a part of the SE/4 of Xxxxxxx 00, Xxxxxxxx 00X, Xxxxx 0X, of the
Indian Meridian.
Both parties agreed to modify the contract as follows:
1. The contracts shall cover the entire 50 acre parcel owned by the Seller
at this location. The exact legal description shall be determined by
survey.
2. The sale price shall be $487,500
3. At closing, Seller shall pay $100,000 down ($10,000 xxxxxxx money
currently deposited with Xxxxxx X. Xxxxxx Company, Inc. plus an additional
$90,000 - subject to adjustments). The remaining balance of $387,500 shall
be financed by the Seller and evidenced by a purchase money note and
mortgage. That note shall bear interest at the rate of 3.5% per annum and
shall be due and payable one year after closing. In the event that the
Buyer wishes to pre-pay the note, there shall be no pre-payment penalty.
4. Closing date shall be June 24, 1996.
Signed this 17th day of June ,1996.
BUYER
Xxxxxx X. Xxxxxxx, Vice President
SELLER
X. X. Xxxxxxxx
